NIQ Global Intelligence plc
11/13/2025 | Press release | Distributed by Public on 11/13/2025 06:04
Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes thereto. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risk and uncertainties described under "Risk Factors" in our prospectus, dated July 22, 2025, filed with the Securities and Exchange Commission in accordance with Rule 424(b) of the Securities Act on July 24, 2025 (the "Prospectus") in connection with the Company's IPO. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" in our Prospectus.
Percentages may not recompute due to rounding, and percentage changes that are not meaningful are presented as "n/m".
Company Overview
We are a leading global consumer intelligence company positioned at the nexus of brands, retailers and consumers. We manage a comprehensive and integrated ecosystem - The NIQ Ecosystem- which combines proprietary data, best-in-class technology, human intelligence and highly sophisticated software applications and analytics solutions. Our unified, AI-powered technology platform aggregates, harmonizes and enriches vast amounts of global consumer shopping data from a myriad of diverse sources, generates rich, proprietary reference data and metadata, and provides a global, omnichannel view of consumer shopping behavior - The Full ViewTM. Leveraging our strong NIQ brand, long-term client relationships, global scale, proprietary technology and extensive data and insights, we are positioned as a global leader in measuring, analyzing, and predicting consumer behavior in the fast moving consumer goods, technology and durables and other verticals in which we operate. We believe our solutions, mission-critical insights, analytics and software applications are deeply embedded across our clients' enterprise supporting their strategic and operational decisions, enabling them to measure performance, maintain and strengthen their market positions and drive innovation and profitable growth.
We operate our business through three reportable segments: (1) Americas, which includes North America and Latin America; (2) EMEA, which includes Europe, the Middle East and Africa; and (3) APAC, which includes Asia and the western Pacific region. We generate revenue from solutions in two product groupings: (i) Intelligence (Consumer Measurement) and (ii) Activation (Consumer Analytics). Intelligence solutions include a combination of our retail measurement, consumer behavior and insights and retailer solutions, which are utilized by both consumer brands and retailer clients. Activation solutions include customized analytics and predictive models to improve decision making around product, pricing, marketing and supply chain. We typically initiate client relationships through one of our core Intelligence solutions which we typically sell under multi-year or annual subscription contracts granting clients access to our core software and data solutions. Our Intelligence solutions accounted for approximately 81% and 82% of our revenue for the three and nine months ended September 30, 2025, respectively. Our Intelligence subscription revenue for the nine months ended September 30, 2025 came from multi-year or annual subscription-based contracts and had a net dollar retention rate of 105%. These subscription-based contracts typically contain built-in, annual, price and product enhancement escalators. With the enhancements of our data coverage, product innovation and AI-powered technology platform, we believe that we have been able to consistently increase client satisfaction and execution on our value-based pricing strategy. Individual contract values vary based on the number of countries and modules desired, such as the number of eCommerce or omnichannel reads that the client elects to purchase at the time of initial contracting or thereafter during the contract term.
Recent Developments
Reorganization
On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Dutch Holdings. All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.
The "Company," "NIQ," "we," "us," and "our" means, prior to the Reorganization, Dutch Holdings and its consolidated subsidiaries and, after the Reorganization, NIQ Global Intelligence plc and its consolidated subsidiaries. See Note 1. "Organization" in the notes to the unaudited condensed consolidated financial statements for additional information.
Initial Public Offering
On July 24, 2025, we completed our IPO, in which we issued and sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. We received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by us. The aggregate net proceeds were used to repay a portion of the Company's outstanding borrowings. See Note 1. "Organization" and Note 8. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
Revolver and Term Loan Refinancing
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to the Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the "Trigger Maturity Date"), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the "Modified Maturity Date"), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the Revolver to 25 to 37.5 basis points dependent on certain ratio levels.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. See Note 8. "Debt" in the notes to the unaudited condensed consolidated financial statements for additional information.
Gastrograph Acquisition
On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph's developed technology, which includes applications, models and the underlying database. We believe the Gastrograph Acquisition further strengthens our AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full ViewTM.
Acquisition of M-Trix
On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.6 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.
The remaining BRL190.0 million will be paid as follows: (i) BRL60.0 million upon the first anniversary of the closing, (ii) BRL BRL60.0 million upon the second anniversary of the closing, (iii) BRL50.0 million upon the third anniversary of the closing, and (iv) BRL20.0 million following the sixth anniversary of the closing, subject to any ongoing claims for which M-Trix is held indemnifiable. Only the Holdback Amount will be subject to adjustment by the CDI.
In connection with the acquisition of M-Trix, we entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the transaction. The BRL Loan is subject to interest at the CDI rate plus a spread of 280 basis points. We settled the BRL Loan, including the accrued interest, during the third quarter of 2025.
We believe the acquisition will expand our presence in Latin America and allow for enhancements to our existing offerings. The acquisition was accounted for as a business combination using the acquisition method. See Note 3. "Acquisitions" in the notes to the unaudited condensed consolidated financial statements for additional information.
Financial Highlights
This summary unaudited condensed consolidated financial data (as reported) provides highlights from the results of operations that follows.
| Revenue as a percentage of total | |||||||||||||||||||||||
| Three Months Ended September 30, | % | % | |||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||
|
Americas revenue
|
$ | 403.3 | $ | 383.1 | 38.3% | 39.0% | |||||||||||||||||
|
EMEA revenue
|
473.8 | 427.3 | 45.0% | 43.5% | |||||||||||||||||||
|
APAC revenue
|
175.5 | 171.7 | 16.7% | 17.5% | |||||||||||||||||||
| Total Revenue | $ | 1,052.6 | $ | 982.1 | |||||||||||||||||||
| Revenue by product groupings: | |||||||||||||||||||||||
|
Intelligence revenue
|
$ | 855.3 | $ | 794.3 | 81.3% | 80.9% | |||||||||||||||||
|
Activation revenue
|
197.3 | 187.8 | 18.7% | 19.1% | |||||||||||||||||||
| Total Revenue | $ | 1,052.6 | $ | 982.1 | |||||||||||||||||||
| Revenue as a percentage of total | |||||||||||||||||||||||
| Nine Months Ended September 30, | % | % | |||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||
|
Americas revenue
|
$ | 1,181.6 | $ | 1,136.8 | 38.6% | 38.8% | |||||||||||||||||
|
EMEA revenue
|
1,358.9 | 1,283.2 | 44.4% | 43.8% | |||||||||||||||||||
|
APAC revenue
|
518.8 | 509.8 | 17.0% | 17.4% | |||||||||||||||||||
| Total Revenue | $ | 3,059.3 | $ | 2,929.8 | |||||||||||||||||||
| Revenue by product groupings: | |||||||||||||||||||||||
|
Intelligence revenue
|
$ | 2,495.3 | $ | 2,374.7 | 81.6% | 81.1% | |||||||||||||||||
|
Activation revenue
|
564.0 | 555.1 | 18.4% | 18.9% | |||||||||||||||||||
| Total Revenue | $ | 3,059.3 | $ | 2,929.8 | |||||||||||||||||||
Factors Affecting Results of Operations
The following factors, among others described herein, have been important to our business, and we expect them to continue to impact our results of operations and financial condition in future periods:
•Deconsolidation of Russian Entities. We have undertaken measures designed to limit the provision of services or support to Russian subsidiaries and the receiving or sending of any financial or other information to or from our Russian subsidiaries. Also, we have taken measures to stop the collection or sending of funds to or from Russia. While we continue to hold shares in our operational Russian subsidiaries, these entities are locally managed and act autonomously and are overseen solely by management within Russia without day-to-day or other supervision by us. We also do not have any non-Russian directors at the Russian subsidiaries level and have ceased to exert any control over such operations or receive any financial or other benefit therefrom.
•Sale of Netquest. On December 17, 2024, we entered into an agreement to sell our ownership interest in Netquest, a provider of panels primarily located in Europe acquired through the GfK Combination. On February 3, 2025, we completed the sale for cash consideration of €58.1 million (equivalent to approximately $60.3 million USD), subject to final closing adjustments. The proceeds were primarily used to repay outstanding borrowings on the Revolver. See Note 4. "Discontinued Operations and Disposals" in the notes to the unaudited condensed consolidated financial statements for additional information.
•Debt Refinancing.On January 24, 2025, the Credit Agreement was amended to reduce the interest rate spreads on the USD Term Loan and EUR Term Loan to 350 basis points. We expect that this repricing will generate approximately $62.0 million of annual interest expense savings. Additionally, on July 11, 2025, the Credit Agreement was further amended to reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points. Subsequently, on August 12, 2025, the Credit Agreement was amended to (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points, and (c) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points. We expect that these combined amendments will generate approximately $100.0 million of annual interest expense savings.
•Gastrograph Acquisition. On April 21, 2025, we completed the Gastrograph Acquisition for cash consideration of $12.5 million, subject to certain working capital adjustments. We accounted for the transaction as an asset acquisition as substantially all of the fair value of the assets acquired was concentrated in Gastrograph's developed technology, which includes applications, models and the underlying database. We believe the Gastrograph Acquisition further strengthens NIQ's AI capabilities and competitive differentiation to provide consumer packaged goods companies with The Full ViewTM.
•Acquisition of M-Trix. On July 10, 2025, we entered into a definitive agreement to acquire 100% of the share capital of M-Trix, a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $54.6 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.
•Initial Public Offering. During the third quarter of 2025, we recognized a cumulative catch-up expense of approximately $42.2 million for share-based compensation, inclusive of approximately $18.1 million affiliated with Phantom Awards which are cash-settled awards that were granted by Advent to certain NIQ employees upon the Advent Acquisition. This was primarily driven by the completion of the Company's IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.
Outside of the factors described above, the Factors Affecting Results of Operations have remained materially unchanged from those events disclosed as of June 30, 2025 in the unaudited condensed consolidated financial statements.
Key Performance Metrics
We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions:
Intelligence Subscription Revenue
Subscription Revenueis defined as Annualized Revenuefrom subscription services associated with annual and multi-year contracts, and renewal licensing services within our Intelligence solutions; it excludes contracts and products, that are short-term in nature, which we define to mean less than 12 months in duration.
Annualized Revenueis defined as average annualized monthly contract value revenue over the trailing twelve months. Newly acquired client revenue is calculated by (i) annualizing the first month with positive contract value, then (ii) annualizing the monthly average contract value between the second month and eleventh month with positive contract value, and then (iii) annualizing the average contract value across the trailing twelve months. Subscription Revenue and related metrics reported for the nine months ended September 30, 2025 and September 30, 2024 includes the annualized revenue. Annualized Revenueis not a forecast and the active contracts at the end of a reporting period used in calculating Annualized Revenuemay or may not be extended or renewed by our clients.
Intelligence Revenueis defined as revenue generated from our Intelligence solutions, and Intelligence Subscription Revenuerepresents the underlying performance of our Intelligence subscription-based contracts. We believe Intelligence Subscription Revenueis useful to investors as a key indicator of the trajectory of our Intelligence Solutions performance. Intelligence Subscription Revenue growth is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. The following table summarizes our Annualized Intelligence Subscription Revenue for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Intelligence Subscription Revenue | $ | 2,798 | $ | 2,646 | |||||||
| Intelligence Subscription Revenue Growth (%) | 6.6% | 6.7% | |||||||||
Net Dollar Retention ("NDR")
NDR represents the amount of Annualized Revenuethat we generate from our existing clients. To compute NDR for any period, we compare the Annualized Revenuefor Intelligence Revenueor for Intelligence Subscription Revenueat the end of the prior year comparable quarter ("beginning of period Annualized Revenue") to the Annualized Revenuefrom that same cohort of clients at the end of the current quarter ("retained Annualized Revenue"); we then divide the retained Annualized Revenueby the beginning of period Annualized Revenueto arrive at the NDR. The calculation includes the positive impact within the same cohort of clients of selling additional products, cross-selling products, price increases and the impact of clients who have returned after a short period in which they did not purchase our solutions. The calculation does not include the impact of revenue increases from acquiring new clients (whether from the ordinary course of business or acquisitions) during the period and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. NDR is used by our management as an indicator of our ability to retain and grow revenue from our existing clients, as well as the stability of our revenue and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| NDR for Intelligence Subscription Revenue | 105% | 105% | |||||||||
Gross Dollar Retention ("GDR")
GDR represents the amount of prior period Annualized Revenuewe have retained in the current period from existing clients. We compute GDR by comparing the Annualized Revenue(for Intelligence Revenueor for Intelligence Subscription Revenue) from the prior year comparable quarter ("base Annualized Revenue") to the Annualized Revenuefrom the same cohort of clients in the current comparable quarter, excluding the benefit of enhancements from any net upsell or pricing increases or the impact of clients who have returned after a short period in which they did not purchase our solutions ("retained Annualized Revenue"). We then divide the retained Annualized Revenue by the base Annualized Revenue. The calculation reflects only client losses and does not reflect client expansion or contraction, or revenue from new clients (whether from the ordinary course of business or acquisitions) and is calculated at constant currency using consistent foreign exchange rates for the applicable periods presented. GDR is used by our management as an indicator of value that our solutions provide to our clients as represented by our ability to retain our existing client base and as such, we believe it can be useful for investors in evaluating the strength of our business.
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| GDR for Intelligence Subscription Revenue | 99% | 99% | |||||||||
Components of Results of Operations
Revenues
We report revenue according to three reportable segments: Americas, EMEA and APAC. Within these segments, we generate revenue from solutions in two product groupings: (i) Intelligence and (ii) Activation. Intelligence solutions include sales of retail omnichannel measurement, consumer panel, eCommerce and other data. Activation solutions include sales of customized analytics research and predictive models to improve decisions around product innovation, pricing, marketing and supply chain.
Cost of revenues (excluding depreciation and amortization)
Cost of revenues primarily include data acquisition costs, cloud costs, software and hardware maintenance costs and personnel related costs associated with these functions. Cost of revenues also includes cooperation arrangements, which are supply arrangements where we obtain data (i.e. point of sale data) from third-party vendors. These are typically annual multi-year contracts and fixed price in nature (as further described in Note 5. "Revenue" of our unaudited condensed consolidated financial statements.)
Selling, general and administrative expenses
Selling, general, and administrative expenses primarily include personnel-related costs, costs for professional and consultancy services, and occupancy costs.
Depreciation and amortization
Depreciation and amortization primarily includes amortization of internally developed software and acquired intangibles, which relate to computer software, client relationships, retail partnerships and trade names and trademarks. Depreciation primarily relates to buildings and leasehold improvements, as well as information and communication equipment.
Impairment of long-lived assets
Impairment of long-lived assets includes impairment charges related to operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
Restructuring charges
Restructuring charges include programs pursuant to which we realign operations to improve effectiveness and efficiency, such as reducing headcount and consolidation of operations. Restructuring charges primarily related to severance costs related to employee separation packages, which are calculated based on salary levels and past service periods.
Other operating income, net
Other operating income, net includes income from third-party subleases and charges to equity method investments to recover costs incurred by us for providing technology and other infrastructure services.
Interest expense, net
Interest expense, net primarily includes interest related to our term loans and Revolver, along with the associated amortization of debt discount and debt issuance costs.
Foreign currency exchange (loss) gain, net
Foreign currency exchange (loss) gain, net primarily relates to debt obligations denominated in a currency other than an entity's functional currency as well as the impact of foreign exchange hedges.
Nonoperating expense, net
Nonoperating expense, net primarily includes costs associated with remeasurement of warrant to fair value prior to equity reclassification, gain or loss on deconsolidation of our Russian subsidiaries, write-off of unamortized debt discount and debt issuance costs, our factoring program, components of net periodic pension benefit other than service cost, income from transition services agreement and settlement of tax indemnification.
Income tax expense from continuing operations
Income tax expense includes U.S. federal, U.S. state and non-U.S. income tax and withholding tax expense. We provide for income taxes utilizing the asset and liability method of accounting for income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each balance sheet date, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. The effect on deferred tax assets and liabilities of a change in the tax rates is recognized in the unaudited condensed consolidated statements of operations as an adjustment to income tax expense in the period that includes the enactment date.
We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Such tax positions are, based solely on their technical merits, more likely than not to be sustained upon examination by taxing authorities and reflect the largest amount of benefit, determined on a cumulative probability basis that is more likely than not to be realized upon settlement with the applicable taxing authority with full knowledge of all relevant information. We recognize interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
Discontinued operations
Discontinued operations include the operating results from the GfK European Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture. See Note 4. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.
Results of Operations
For the three months ended September 30, 2025 and 2024, our results of operations were as follows:
| Change | |||||||||||||||||||||||
| Three Months Ended September 30, | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Revenues | $ | 1,052.6 | $ | 982.1 | $ | 70.5 | 7.2 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
|
Cost of revenues (excluding depreciation and amortization shown separately below)
|
466.9 | 439.4 | 27.5 | 6.3 | % | ||||||||||||||||||
|
Selling, general and administrative expenses
|
454.9 | 396.1 | 58.8 | 14.8 | % | ||||||||||||||||||
|
Depreciation and amortization
|
166.9 | 154.4 | 12.5 | 8.1 | % | ||||||||||||||||||
|
Impairment of long-lived assets
|
- | 1.1 | (1.1) | (100.0) | % | ||||||||||||||||||
|
Restructuring, net
|
3.9 | 13.6 | (9.7) | (71.3) | % | ||||||||||||||||||
| Other operating income, net | (5.3) | (6.6) | 1.3 | (19.7) | % | ||||||||||||||||||
| Total operating expenses | 1,087.3 | 998.0 | 89.3 | 8.9 | % | ||||||||||||||||||
| Operating loss | (34.7) | (15.9) | (18.8) | 118.2 | % | ||||||||||||||||||
|
Interest expense, net
|
(78.2) | (101.4) | 23.2 | (22.9) | % | ||||||||||||||||||
| Foreign currency exchange (loss) gain, net | (18.9) | 11.2 | (30.1) | n/m | |||||||||||||||||||
| Nonoperating expense, net | (30.9) | (91.3) | 60.4 | (66.2) | % | ||||||||||||||||||
| Loss from continuing operations before income taxes | (162.7) | (197.4) | 34.7 | (17.6) | % | ||||||||||||||||||
|
Income tax expense from continuing operations
|
(34.2) | (19.7) | (14.5) | 73.6 | % | ||||||||||||||||||
| Loss from continuing operations | (196.9) | (217.1) | 20.2 | (9.3) | % | ||||||||||||||||||
| Discontinued operations (Note 4): | |||||||||||||||||||||||
| Income from discontinued operations before income taxes | - | 3.3 | (3.3) | (100.0) | % | ||||||||||||||||||
| Income tax expense from discontinued operations | - | - | - | - | % | ||||||||||||||||||
| Income from discontinued operations | - | 3.3 | (3.3) | (100.0) | % | ||||||||||||||||||
| Net loss | (196.9) | (213.8) | 16.9 | (7.9) | % | ||||||||||||||||||
|
Less: Net income attributable to noncontrolling interests
|
1.7 | 0.9 | 0.8 | 88.9 | % | ||||||||||||||||||
| Net loss attributable to NIQ | $ | (198.6) | $ | (214.7) | $ | 16.1 | (7.5) | % | |||||||||||||||
Revenues
Revenues increased $70.5 million, or 7.2%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Americas revenue increased by $20.2 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $15.4 million, representing an increase of 5.1% due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, and by an increase in incremental Activation revenue of $4.8 million, representing an increase of 6.0% driven by higher project demand and volumes. EMEA revenue increased by $46.5 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $42.1 million representing an increase of 11.5% driven by strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, slightly offset by the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) and the deconsolidation of our Russia subsidiaries. EMEA incremental Activation revenue increased $4.4 million representing an increase of 7.0% driven by higher project volume. In addition, APAC revenue increased by $3.8 million for the three months ended September 30, 2025 driven by higher incremental Intelligence revenue of $3.8 million, representing an increase of 3.0%, driven by stronger demand for services. Additionally, favorable currency exchange rates contributed 2.3% to total revenue growth.
Cost of revenues (excluding depreciation and amortization shown separately below)
Cost of revenues increased $27.5 million, or 6.3%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was due primarily to inflationary costs and increased personnel costs.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $58.8 million, or 14.8%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Selling, general and administrative expenses increased driven by the incremental share-based compensation expense as a result of the completion of the Company's IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.
Depreciation and amortization
Depreciation and amortization increased $12.5 million, or 8.1%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. $11.5 million of the increase relates to the increase in amortization for internally developed software and other intangibles for the same periods.
Impairment of long-lived assets
Impairment of long-lived assets decreased $1.1 million, or 100.0%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries during the three months ended September 30, 2024.
Restructuring, net
Restructuring, net decreased $9.7 million, or 71.3%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease in restructuring charges was driven by $9.7 million of lower severance costs associated with GfK Integration. See Note 12. "Restructuring Activities" in the notes to unaudited condensed consolidated financial statements for additional information.
Other operating income, net
Other operating income, net decreased $1.3 million, or 19.7%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.
Interest expense, net
Interest expense, net decreased $23.2 million, or 22.9%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by the 2025 debt refinancings. As a result of the refinancing, there was a decrease of $21.8 million in interest expense related to these loans for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. See Note 8. "Debt" in the notes to unaudited condensed consolidated financial statements for additional information.
Foreign currency exchange (loss) gain, net
Foreign currency exchange (loss) gain, net decreased by $30.1 million to a net loss of $18.9 million for the three months ended September 30, 2025. The decrease was primarily driven by higher foreign currency losses related to the depreciation of the Euro against the US Dollar.
Nonoperating expense, net
Nonoperating expense, net decreased $60.4 million, or 66.2%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. This was driven by lower write-offs of payables (related to the deconsolidation of our Russian subsidiaries during the three months ended September 30, 2024), a decrease in the remeasurement of warrant to fair value and write-off of debt discount and unamortized debt issuance costs between years.
Income tax expense from continuing operations
Income tax expense from continuing operations increased $14.5 million, a change of 73.6% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. For the three months ended September 30, 2025 and 2024, the effective tax rate was 21% and 10%, respectively. The increase in our effective tax rate for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 was primarily driven by an increase in the pre-tax book income and changes in jurisdictional earnings.
Income from discontinued operations before income taxes
We had no income from discontinued operations for the three months ended September 30, 2025, compared to income of $3.3 million for the three months ended September 30, 2024. The decrease relates to the GfK European Consumer Panel Business that was divested during the three months ended September 30, 2024. See Note 4. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.
For the nine months ended September 30, 2025 and 2024, our results of operations were as follows:
| Change | |||||||||||||||||||||||
| Nine Months Ended September 30, | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | $ | % | |||||||||||||||||||
| Revenues | $ | 3,059.3 | $ | 2,929.8 | $ | 129.5 | 4.4 | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
|
Cost of revenues (excluding depreciation and amortization shown separately below)
|
1,346.9 | 1,318.3 | 28.6 | 2.2 | % | ||||||||||||||||||
|
Selling, general and administrative expenses
|
1,229.7 | 1,197.5 | 32.2 | 2.7 | % | ||||||||||||||||||
|
Depreciation and amortization
|
469.2 | 447.6 | 21.6 | 4.8 | % | ||||||||||||||||||
|
Impairment of long-lived assets
|
1.1 | 28.4 | (27.3) | (96.1) | % | ||||||||||||||||||
|
Restructuring, net
|
8.9 | 34.0 | (25.1) | (73.8) | % | ||||||||||||||||||
| Other operating income, net | (16.9) | (20.7) | 3.8 | (18.4) | % | ||||||||||||||||||
| Total operating expenses | 3,038.9 | 3,005.1 | 33.8 | 1.1 | % | ||||||||||||||||||
| Operating income (loss) | 20.4 | (75.3) | 95.7 | (127.1) | % | ||||||||||||||||||
|
Interest expense, net
|
(256.9) | (315.3) | 58.4 | (18.5) | % | ||||||||||||||||||
| Foreign currency exchange gain (loss), net | 70.5 | (2.9) | 73.4 | n/m | |||||||||||||||||||
| Nonoperating expense, net | (68.3) | (160.9) | 92.6 | (57.6) | % | ||||||||||||||||||
| Loss from continuing operations before income taxes | (234.3) | (554.4) | 320.1 | (57.7) | % | ||||||||||||||||||
|
Income tax expense from continuing operations
|
(81.3) | (80.4) | (0.9) | 1.1 | % | ||||||||||||||||||
| Loss from continuing operations | (315.6) | (634.8) | 319.2 | (50.3) | % | ||||||||||||||||||
| Discontinued operations (Note 4): | |||||||||||||||||||||||
| Income from discontinued operations before income taxes | - | 12.5 | (12.5) | (100.0) | % | ||||||||||||||||||
| Income tax expense from discontinued operations | - | - | - | - | % | ||||||||||||||||||
| Income from discontinued operations | - | 12.5 | (12.5) | (100.0) | % | ||||||||||||||||||
| Net loss | (315.6) | (622.3) | 306.7 | (49.3) | % | ||||||||||||||||||
|
Less: Net income attributable to noncontrolling interests
|
5.5 | 2.8 | 2.7 | 96.4 | % | ||||||||||||||||||
| Net loss attributable to NIQ | $ | (321.1) | $ | (625.1) | $ | 304.0 | (48.6) | % | |||||||||||||||
Revenues
Revenues increased $129.5 million, or 4.4%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Americas revenue increased by $44.8 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $38.8 million, representing an increase of 4.3% due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, and by an increase in incremental Activation revenue of $6.0 million, representing an increase of 2.5% driven by higher project demand and volumes. EMEA revenue increased by $75.7 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $74.0 million representing an increase of 6.7% driven by strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets, slightly offset by the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) and the deconsolidation of our Russia subsidiaries. In addition, APAC revenue increased by $9.0 million for the nine months ended September 30, 2025 driven by higher incremental Intelligence revenue of $7.7 million, representing an increase of 2.0%, and higher incremental Activation revenue of $1.4 million representing an increase of 1.1% driven by stronger demand for services.
Cost of revenues (excluding depreciation and amortization shown separately below)
Cost of revenues increased $28.6 million, or 2.2%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was due primarily to inflationary costs and increased personnel costs.
Selling, general and administrative expenses
Selling, general and administrative expenses increased $32.2 million, or 2.7%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Selling, general and administrative expenses increased driven by the incremental share-based compensation as a result of the completion of the Company's IPO and the satisfaction of certain conditions associated with RSUs and Phantom Awards agreements.
Depreciation and amortization
Depreciation and amortization increased $21.6 million, or 4.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. $21.5 million of the increase relates to the increase in amortization for internally developed software and other intangibles for the same periods.
Impairment of long-lived assets
Impairment of long-lived assets decreased $27.3 million, or 96.1%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This decrease is driven by the impairment of long-term assets associated with the deconsolidation of our Russian subsidiaries during the nine months ended September 30, 2024.
Restructuring, net
Restructuring, net decreased $25.1 million, or 73.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease in restructuring charges was driven by $20.6 million of lower severance costs associated with GfK Integration, as well as an $4.6 million reduction in severance costs associated with our CEP. See Note 12. "Restructuring Activities" in the notes to unaudited condensed consolidated financial statements for additional information.
Other operating income, net
Other operating income, net decreased $3.8 million, or 18.4%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease is primarily attributable to a decrease in charges to equity method investments.
Interest expense, net
Interest expense, net decreased $58.4 million, or 18.5%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily driven by the 2025 debt refinancings. As a result of the refinancing, there was a decrease of $56.8 million in interest expense related to these loans. See Note 8. "Debt" in the notes to unaudited condensed consolidated financial statements for additional information.
Foreign currency exchange gain (loss), net
Foreign currency exchange gain (loss), net increased by $73.4 million, to a net gain of $70.5 million, for the nine months ended September 30, 2025. The increase was primarily driven by higher foreign currency gains of $74.9 million related to debt obligations denominated in a currency other than the entity's functional currency.
Nonoperating expense, net
Nonoperating income (expense), net decreased $92.6 million, or 57.6%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. This was primarily driven by year over year changes of $63.0 million related to the deconsolidation of our Russian subsidiaries, $25.9 million related to the remeasurement of warrant to fair value prior to equity reclassification, and $3.0 million of factoring fees.
Income tax expense from continuing operations
Income tax expense from continuing operations increased $0.9 million, a change of 1.1% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. For the nine months ended September 30, 2025 and 2024, the effective tax rate was 35% and 15%, respectively. The increase in our effective tax rate for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 was primarily driven by a reduction in the pre-tax book loss and changes in jurisdictional earnings.
Income from discontinued operations before income taxes
We had no income from discontinued operations for the nine months ended September 30, 2025, compared to income of $12.5 million for the nine months ended September 30, 2024. This income relates to the GfK European Consumer Panel Business that was divested in the required GfK European Consumer Panel Services Divestiture which resulted in a $12.4 million gain recognized in connection with completing the sale during the nine months ended September 30, 2024. See Note 4. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information.
Segment Results
Our segment disclosure is intended to provide investors with a view of the business that is consistent with management's view of the Company. We manage our business and report our financial results through the following three segments:
• Americas, which includes North America and Latin America
• EMEA, which includes Europe, the Middle East and Africa
• APAC, which includes Asia Pacific and the western Pacific region
The following is a discussion of the financial results of our reportable segments consisting of Americas, EMEA and APAC for the three and nine months ended September 30, 2025 and 2024. We evaluate segment operating performance using segment revenues and segment Adjusted EBITDA. See Note 15. "Reportable Segments" in the notes to unaudited condensed consolidated financial statements for additional information.
Americas
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment Revenues | $ | 403.3 | $ | 383.1 | $ | 1,181.6 | $ | 1,136.8 | |||||||||||||||
| Segment Adjusted EBITDA | 115.8 | 108.8 | 342.1 | 303.3 | |||||||||||||||||||
| Segment Adjusted EBITDA Margin % | 28.7% | 28.4% | 29.0% | 26.7% | |||||||||||||||||||
Segment Revenues
Americas' segment revenues increased by $20.2 million, or 5.3%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Segment Intelligence revenue increased by $15.4 million dueto strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets.Activation revenue increased by $4.8 million driven by higher project demand and volumes.
Americas' segment revenues increased by $44.8 million, or 3.9%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Intelligence revenue increased by $38.8 million due to strong renewals, expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets. Activation revenue increased by $6.0 million driven by higher project demand and volumes.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
Americas' segment Adjusted EBITDA increased by $7.0 million, or 6.4% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 0.3% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The change is primarily attributable to the increase in segment revenues for the three months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
Americas' segment Adjusted EBITDA increased by $38.8 million, or 12.8%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 2.3% for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The change is primarily attributable to an increase in segment revenues for the nine months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, remained flat for the period.
EMEA
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment Revenues | $ | 473.8 | $ | 427.3 | $ | 1,358.9 | $ | 1,283.2 | |||||||||||||||
| Segment Adjusted EBITDA | 147.5 | 110.4 | 401.1 | 325.5 | |||||||||||||||||||
| Segment Adjusted EBITDA Margin % | 31.1% | 25.8% | 29.5% | 25.4% | |||||||||||||||||||
Segment Revenues
EMEA segment revenues increased by $46.5 million, or 10.9%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily driven by segment Intelligence revenue which increased $42.1 million due to strong renewals, expansion in core services, cross-selling new capabilities, penetrating adjacent, high-growth marketsand favorable currency exchange rates.
EMEA segment revenues increased by $75.7 million, or 5.9%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily driven by segment Intelligence revenue which increased $74.0 million due to strong renewals, expansion in core services, cross-selling new capabilities, penetrating adjacent, high-growth marketsand favorable currency exchange rates.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
EMEA segment Adjusted EBITDA increased by $37.1 million, or 33.6%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 5.3% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to an increase in segment revenues for the three months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
EMEA segment Adjusted EBITDA increased by $75.6 million, or 23.2%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Segment Adjusted EBITDA Margin increased by 4.1% for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in segment revenues for the nine months ended September 30, 2025. Segment costs, which primarily include personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, remained flat for the period.
APAC
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Segment Revenues | $ | 175.5 | $ | 171.7 | $ | 518.8 | $ | 509.8 | |||||||||||||||
| Segment Adjusted EBITDA | 30.1 | 35.7 | 99.0 | 110.6 | |||||||||||||||||||
| Segment Adjusted EBITDA Margin % | 17.2% | 20.8% | 19.1% | 21.7% | |||||||||||||||||||
Segment Revenues
APAC segment revenues increased by $3.8 million, or 2.2%, for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, driven by higher incremental Intelligence revenue of $3.8 million, representing an increase of 3.0%, driven by expansion in core services, cross-selling new capabilities and penetrating adjacent and high-growth markets.
APAC segment revenues increased by $9.0 million, or 1.8%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, driven by higher incremental Intelligence revenue of $7.7 million, representing an increase of 2.0%, and higher incremental Activation revenue of $1.4 million representing an increase of 1.1% driven driven by expansion in core services, cross-selling new capabilities, and penetrating adjacent and high-growth markets.
Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin
APAC segment Adjusted EBITDA decreased by $5.6 million, or 15.7% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. Segment Adjusted EBITDA Margin decreased by 3.6% for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The decrease was primarily driven by an increase in segment costs for the three months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
APAC segment Adjusted EBITDA decreased by $11.6 million, or 10.5%, for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Segment Adjusted EBITDA Margin decreased by 2.6% for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease was primarily driven by an increase in segment costs for the nine months ended September 30, 2025. Segment costs, which primarily include data acquisition, personnel-related costs, cloud costs, software and hardware maintenance costs and occupancy costs, increased for the period.
Non-GAAP Financial Measures
We present EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Net Loss, Adjusted Net Loss per Share, Organic Constant Currency Revenue, and Organic Constant Currency Revenue Growth in the tables below as supplemental measures of our operating performance and liquidity. We consider them to be important supplemental measures of our performance and liquidity and believe they are useful to securities analysts, investors and other interested parties in their evaluation of our operating performance and liquidity. These measures reflect the results from the primary operations of our business by excluding the effects of certain items that we do not consider indicative of our core operations and ongoing operating performance.
Our financial statements are prepared and presented in accordance with U.S. GAAP. These non-GAAP financial measures are not presentations made in accordance with U.S. GAAP and should not be considered as an alternative to net income or loss, income or loss from operations, or any other performance measure prepared and presented in accordance with GAAP, or as an alternative to cash provided by operating activities as a measure of our liquidity. Consequently, our non-GAAP financial measures should be considered together with our unaudited condensed consolidated financial statements, which are prepared in accordance with U.S. GAAP.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
EBITDA is defined as net loss attributable to NIQ excluding interest expense, net, income tax expense from continuing operations and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted for Transformation Program costs, GfK integration costs, acquisition and transaction related costs, impairment of long-lived assets, foreign currency exchange (gain) loss, net, loss (gain) from discontinued operations, nonoperating items, net, share-based compensation expense and other operating items, net. Specifically, Adjusted EBITDA allows for an assessment of our operating performance without the effect of charges that do not relate to the core operations of our business. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by Revenue. The following table shows EBITDA and Adjusted EBITDA for the periods presented, and the reconciliation to their most comparable U.S. GAAP measure, Net Loss Attributable to NIQ, and Net Loss attributable to NIQ divided by Revenue, for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss attributable to NIQ | $ | (198.6) | $ | (214.7) | $ | (321.1) | $ | (625.1) | |||||||||||||||
| Interest expense, net | 78.2 | 101.4 | 256.9 | 315.3 | |||||||||||||||||||
| Income tax expense from continuing operations | 34.2 | 19.7 | 81.3 | 80.4 | |||||||||||||||||||
| Depreciation and amortization | 166.9 | 154.4 | 469.2 | 447.6 | |||||||||||||||||||
| EBITDA | 80.7 | 60.8 | 486.3 | 218.2 | |||||||||||||||||||
|
Transformation Program costs(1)
|
19.3 | 9.0 | 37.4 | 36.6 | |||||||||||||||||||
|
GfK integration costs(2)
|
12.4 | 21.1 | 29.0 | 57.1 | |||||||||||||||||||
|
Acquisitions and transaction related costs(3)
|
8.0 | 6.0 | 16.3 | 11.7 | |||||||||||||||||||
|
Impairment of long-lived assets(4)
|
- | 1.1 | 1.1 | 28.4 | |||||||||||||||||||
|
Foreign currency exchange loss (gain) , net(5)
|
18.9 | (11.2) | (70.5) | 2.9 | |||||||||||||||||||
|
Gain from discontinued operations(6)
|
- | (3.3) | - | (12.5) | |||||||||||||||||||
|
Nonoperating items, net(7)
|
33.1 | 94.6 | 77.9 | 172.9 | |||||||||||||||||||
|
Share-based compensation (8)
|
50.5 | 1.3 | 53.3 | 3.2 | |||||||||||||||||||
|
Other operating items, net(9)
|
0.8 | (0.3) | (3.5) | (0.1) | |||||||||||||||||||
| Adjusted EBITDA | $ | 223.7 | $ | 179.1 | $ | 627.3 | $ | 518.4 | |||||||||||||||
| Net loss attributable to NIQ divided by Revenue | (18.9) | % | (21.9) | % | (10.5) | % | (21.3) | % | |||||||||||||||
| Adjusted EBITDA Margin % | 21.3 | % | 18.2 | % | 20.5 | % | 17.7 | % | |||||||||||||||
Adjusted EBITDA increased $44.6 million, or 24.9%, for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase primarily reflects strong organic constant currency revenue growth and savings from our CEP. The impact of the deconsolidation of our Russian subsidiaries and the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) had an unfavorable impact of $5.1 million. The favorable impact of foreign exchange on Adjusted EBITDA was $4.1 million. Adjusted EBITDA Margin increased 300 basis points for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024, primarily due to strong revenue growth.
Adjusted EBITDA increased $108.9 million, or 21.0%, for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase primarily reflects strong organic constant currency revenue growth and savings from our CEP. The impact of the deconsolidation of our Russian subsidiaries and the sale of ownership interest in Netquest (a panel provider acquired through the GfK Combination) had an unfavorable impact of $18.9 million. The unfavorable impact of foreign exchange on Adjusted EBITDA was $3.5 million. Adjusted EBITDA Margin increased 280 basis points for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, primarily due to strong revenue growth.
Footnotes to the table above:
(1)Transformation Program costs represent employee separation costs and costs associated with consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations. In addition, the Transformation Program includes costs associated with the accelerated technology investment that are incremental and redundant costs that will not recur after the Transformation Program is completed and are not representative of our underlying operating performance.
(2)GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.
(3)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(4)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(5)Foreign currency exchange loss (gain), net primarily reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(6)Loss from discontinued operations represents operations associated with the GfK European Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture to receive European regulatory approvals for the GfK Combination (see Note 4. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information).
(7)Nonoperating items, net consists of adjustments primarily related to net period pension (cost) benefit, other than service cost, remeasurement of warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification, factoring fees, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Nonoperating items, net | $ | 33.1 | $ | 94.6 | $ | 77.9 | $ | 172.9 | |||||||||||||||
| Net periodic pension benefit, other than service cost | (1.2) | (0.5) | (3.4) | (1.5) | |||||||||||||||||||
| Remeasurement of warrant to fair value | 5.1 | 18.3 | 39.7 | 65.6 | |||||||||||||||||||
| Write-off of unamortized debt discount and debt issuance costs | 24.7 | 35.8 | 35.0 | 35.8 | |||||||||||||||||||
|
Deconsolidation of Russian subsidiaries
|
- | 34.9 | (5.2) | 57.8 | |||||||||||||||||||
| Settlement of tax indemnification | 1.0 | - | 5.4 | - | |||||||||||||||||||
| Factoring fees | 2.8 | 3.6 | 8.5 | 11.5 | |||||||||||||||||||
| Other | 0.7 | 2.5 | (2.1) | 3.7 | |||||||||||||||||||
(8)Share-based compensation expense consists of non-cash expense.
(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
Free Cash Flow
Free Cash Flow is defined as net cash provided by operating activities less cash paid for capital expenditures. Management believes Free Cash Flow, in conjunction with Cash from Operations, can be useful to investors as an indicator of liquidity since capital expenditures are a necessary component of ongoing operations. Management believes that capital expenditures are essential to our innovation and maintenance of our operational capabilities. The following tables show Free Cash Flow for the periods presented, and the reconciliation to its most comparable U.S. GAAP measure, net cash used in operating activities, for the periods presented.
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 110.0 | $ | 5.6 | |||||||
| Cash paid for capital expenditures | (165.1) | (206.4) | |||||||||
| Free Cash Flow | $ | (55.1) | $ | (200.8) | |||||||
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash paid for interest | $ | 239.9 | $ | 316.9 | |||||||
Free Cash Flow increased by $145.7 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 due to improved profitability as evidenced by a higher Adjusted EBITDA, lower transformation costs, and lower cash paid for interest from post-IPO refinancing. See the "Condensed Consolidated Statements of Cash Flows" in the unaudited condensed consolidated financial statements for additional information.
Adjusted Net Loss and Adjusted Net Loss Per Share
Adjusted Net Loss is defined as Net Loss Attributable to NIQ excluding special items deemed not to be reflective of ongoing or core operations. Adjusted Net Loss per Share is defined as Adjusted Net Loss divided by the Weighted Average Shares Outstanding.
Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share are used by management and can be useful to investors as an indicator of our core business performance. Management uses these metrics to analyze business operations and to adjust net loss for items we believe do not accurately reflect our core business or that relate to non-cash expenses or noncontrolling interests.
The following tables show Adjusted Net Income (Loss) and Adjusted Net Income (Loss) Per Share, for the periods presented and the reconciliation to their most comparable GAAP measure, Net Loss attributable to NIQ and Earnings Per Share, respectively, for the periods presented:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except share and per share data) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net loss attributable to NIQ | $ | (198.6) | $ | (214.7) | $ | (321.1) | $ | (625.1) | |||||||||||||||
| Adjustments to net loss attributable to NIQ | |||||||||||||||||||||||
|
Transformation Program costs(1)
|
19.3 | 9.0 | 37.4 | 36.6 | |||||||||||||||||||
|
Amortization of certain intangible assets(2)
|
72.5 | 68.6 | 209.7 | 212.0 | |||||||||||||||||||
|
GfK integration costs(3)
|
12.4 | 21.1 | 29.0 | 57.1 | |||||||||||||||||||
|
Acquisitions and transaction related costs(4)
|
8.0 | 6.0 | 16.3 | 11.7 | |||||||||||||||||||
|
Impairment of long-lived assets(5)
|
- | 1.1 | 1.1 | 28.4 | |||||||||||||||||||
|
Foreign currency exchange loss (gain), net(6)
|
18.9 | (11.2) | (70.5) | 2.9 | |||||||||||||||||||
|
Nonoperating items, net(7)
|
30.3 | 91.0 | 69.4 | 161.4 | |||||||||||||||||||
|
Share-based compensation(8)
|
50.5 | 1.3 | 53.3 | 3.2 | |||||||||||||||||||
|
Other operating items, net(9)
|
0.8 | (0.3) | (3.5) | (0.1) | |||||||||||||||||||
| Total Adjustments to net loss attributable to NIQ | 212.7 | 186.6 | 342.2 | 513.2 | |||||||||||||||||||
|
Tax effect of above adjustments(10)
|
(4.9) | (7.0) | (18.0) | (25.2) | |||||||||||||||||||
|
Gain from discontinued operations(11)
|
- | (3.3) | - | (12.5) | |||||||||||||||||||
| Adjusted Net Income (loss) attributable to NIQ | $ | 9.2 | $ | (38.4) | $ | 3.1 | $ | (149.6) | |||||||||||||||
| Basic and diluted loss per share: | |||||||||||||||||||||||
| Loss attributable to NIQ | $ | (0.70) | $ | (0.88) | $ | (1.25) | $ | (2.55) | |||||||||||||||
| Weighted average basic and diluted NIQ ordinary shares outstanding | 281,956,522 | 245,000,000 | 257,454,212 | 245,000,000 | |||||||||||||||||||
| Basic and diluted Adjusted Net Income (loss) per share: | |||||||||||||||||||||||
| Income (loss) attributable to NIQ | $ | 0.03 | $ | (0.16) | $ | 0.01 | $ | (0.61) | |||||||||||||||
Adjusted Net Income (Loss) attributable to NIQ increased $47.6 million, or 124.0%, for the three months ended September 30, 2025, and increased $152.7 million, or 102.1%, for the nine months ended September 30, 2025. The increase is primarily due to revenue growth as well as savings related to the CEP program.
Footnotes to the table above:
(1)Transformation Program costs represent employee separation costs and costs associated with consultancy and advisory fees incurred to evaluate and improve organizational efficiencies and operations. The costs associated with the accelerated technology investment are incremental and redundant costs that will not recur after the Transformation Program is completed and are not representative of our underlying operating performance.
(2)Amortization of certain intangible assets consists of amortization costs of intangible assets which were recorded as part of purchase accounting. We exclude the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable, and the purchase price allocated to amortizable intangible assets is unique to each acquisition and can vary significantly from period to period and across companies. These costs are included in depreciation and amortization as part of the Condensed Consolidated Statements of Operations.
(3)GfK integration costs represent employee separation costs, consulting fees and integration costs associated with the GfK Combination.
(4)Acquisitions and transaction related costs represent costs incurred in connection with planned and completed acquisitions, including due diligence, transaction, integration and legal related costs. These costs also include preparation and readiness costs for capital market transactions.
(5)Impairment of long-lived assets represents impairment charges for operating lease right-of-use assets, property, plant and equipment and definite-lived intangible assets.
(6)Foreign currency exchange loss (gain), net reflects the translation movements on foreign currency denominated term loans as well as the impact of foreign exchange hedges.
(7)Nonoperating items, net consists of adjustments primarily related to net periodic pension benefit, other than service cost, remeasurement of the warrant to fair value, write-off of unamortized debt discount and debt issuance costs, deconsolidation of Russian subsidiaries, settlement of tax indemnification, and other. The settlement of tax indemnification relates to certain taxes indemnified by Nielsen in connection with the 2021 Carve-Out Transaction. The initial amount was recorded as part of purchase accounting adjustments. Further adjustments are made to the tax indemnification as audit settlements or refunds are recorded.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Nonoperating items, net | $ | 30.3 | $ | 91.0 | $ | 69.4 | $ | 161.4 | |||||||||||||||
| Net periodic pension benefit, other than service cost | (1.2) | (0.5) | (3.4) | (1.5) | |||||||||||||||||||
| Remeasurement of warrant to fair value | 5.1 | 18.3 | 39.7 | 65.6 | |||||||||||||||||||
| Write-off of unamortized debt discount and debt issuance costs | 24.7 | 35.8 | 35.0 | 35.8 | |||||||||||||||||||
| Deconsolidation of Russian subsidiaries | - | 34.9 | (5.2) | 57.8 | |||||||||||||||||||
| Settlement of tax indemnification | 1.0 | - | 5.4 | - | |||||||||||||||||||
| Other | 0.7 | 2.5 | (2.1) | 3.7 | |||||||||||||||||||
(8)Share-based compensation expense consists of non-cash expense.
(9)Other operating items, net primarily consists of gain/loss on sale of long-lived assets and gain/loss on settlement of asset retirement obligations. We exclude these expenses because they are not closely tied to the core performance of our business and can cause fluctuations between periods due to the nature and timing of the expense or income. These costs are included in selling, general and administrative expenses as part of the unaudited condensed consolidated statements of operations.
(10)Income tax adjustments include the tax effect of the non-GAAP adjustments, calculated using the appropriate statutory tax rate for each adjustment. The non-GAAP tax rate was 79.3% and (232.5)% for the three months ended September 30, 2025, and September 30, 2024, respectively, and 92.7% and (250.8)% for the nine months ended September 30, 2025, and September 30, 2024, respectively. Our statutory rate is evaluated annually.
(11)Gain (loss) from discontinued operations represents operations associated with the Consumer Panel Business that was divested in the Required GfK European Consumer Panel Services Divestiture to receive European regulatory approvals for the GfK Combination (see Note 4. "Discontinued Operations and Disposals" in the notes to unaudited condensed consolidated financial statements for additional information).
Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth
Organic Constant Currency Revenue Growth is calculated by dividing (a) our Revenues for the applicable period after (i) excluding the impact of acquisitions and similar transactions until the one-year anniversary of such acquisition or similar transaction, (ii) excluding the impact from lost sales related to the Russia Deconsolidation, (iii) excluding the impact of divestitures and (iv) excluding the impact of foreign currency exchange rates by translating local currency results to U.S. dollars at current period exchange rates as compared to prior period exchange rates, by (b) our Revenues for the prior comparable period. We believe Organic Constant Currency Revenue Growth provides investors with useful supplemental information about our revenue growth to assist in understanding the growth attributable to our core business, excluding the impact of currency fluctuation given the significant variability in revenues that can be driven by foreign currency exchange rates.
The following tables present Organic Constant Currency Revenue Growth for the three and nine months ended September 30, 2025 and 2024. We present Organic Constant Currency Revenue and Organic Constant Currency Revenue Growth as supplemental measures of our operating performance because they eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. Organic Constant Currency Revenue and Organic Constant Currency Growth should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP.
| Three Months Ended September 30, | Growth/(Decline) | Organic Constant Currency Revenue Growth | |||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Revenue Growth | Inorganic Items | Foreign Exchange | ||||||||||||||||||||||||||||||
| Revenues | $ | 1,052.6 | $ | 982.1 | 7.2 | % | 0.9 | % | (2.3) | % | 5.8 | % | |||||||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||||||||||||||
| Americas revenue | 403.3 | 383.1 | 5.3 | % | (0.6) | % | (0.6) | % | 4.1 | % | |||||||||||||||||||||||||
| EMEA revenue | 473.8 | 427.3 | 10.9 | % | 2.7 | % | (4.8) | % | 8.8 | % | |||||||||||||||||||||||||
| APAC revenue | 175.5 | 171.7 | 2.2 | % | - | % | 0.1 | % | 2.3 | % | |||||||||||||||||||||||||
| Nine Months Ended September 30, | Growth/(Decline) | Organic Constant Currency Revenue Growth | |||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Revenue Growth | Inorganic Items | Foreign Exchange | ||||||||||||||||||||||||||||||
| Revenues | $ | 3,059.3 | $ | 2,929.8 | 4.4 | % | 1.5 | % | (0.2) | % | 5.7 | % | |||||||||||||||||||||||
| Revenue by segment: | |||||||||||||||||||||||||||||||||||
| Americas revenue | 1,181.6 | 1,136.8 | 3.9 | % | (0.2) | % | 2.3 | % | 6.0 | % | |||||||||||||||||||||||||
| EMEA revenue | 1,358.9 | 1,283.2 | 5.9 | % | 3.7 | % | (2.5) | % | 7.1 | % | |||||||||||||||||||||||||
| APAC revenue | 518.8 | 509.8 | 1.8 | % | - | % | 0.1 | % | 1.9 | % | |||||||||||||||||||||||||
Consolidated Organic Constant Currency Revenues for the three and nine months ended September 30, 2025 grew by 5.8% and 5.7%, respectively, driven by strong renewal rates, higher pricing, new capabilities and solutions and new and higher growth markets.
Americas Organic Constant Currency Revenues for the three and nine months ended September 30, 2025 grew by 4.1% and 6.0%, respectively, due to strong renewal rates, expanded verticals and core services and cross selling new capabilities to existing clients.
EMEA Organic Constant Currency Revenue Growth for the three and nine months ended September 30, 2025 grew by 8.8% and 7.1%, respectively, driven by price, cross selling new capabilities to existing clients and high growth markets.
APAC Organic Constant Currency Revenue Growth for the three and nine months ended September 30, 2025 grew by 2.3% and 1.9%, respectively, driven by price and new capabilities.
Liquidity and Capital Resources
Our liquidity needs generally arise from fluctuations in our working capital requirements, acquisitions, debt service obligations and capital expenditures. As of September 30, 2025, we had $750.0 million in available borrowing capacity under the Revolver, which combined with available cash of $446.3 million, provided liquidity of $1,196.3 million.
We expect to incur future expenditures on developing internally developed software. We capitalized $55.2 million and $55.8 million of internally developed software costs for the three months ended September 30, 2025 and 2024, respectively, and $163.4 million and $172.9 million of internally developed software costs for the nine months ended September 30, 2025 and 2024, respectively. We expect to fund future uses of cash with a combination of existing cash balances, cash generated from operating activities, borrowings under the Revolver or new issuances of debt. We believe we have available resources to meet both our short-term and long-term liquidity requirements, including our debt services.
We communicate on a regular basis with our lenders regarding our financial and working capital performance, and liquidity position.
Our Credit Agreement (as defined below) contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments, and (iv) mergers, consolidations or sales. The Credit Agreement also requires us to maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the agreement) if outstanding indebtedness exceeds a certain level. In addition, the debt agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the agreement) exceeds a certain level.
Debt facilities
Term Loans and Revolver
We have a credit agreement (the "Credit Agreement"), comprising term loans and a revolving facility (the "Revolver"). In connection with the Credit Agreement, we are party to the Dutch Security Agreement and have pledged bank receivables and intercompany receivables (each as defined in the Dutch Security Agreement). Prior to January 2025, the term loans comprised 2023 tranches ("2023 USD Term Loan", "2023 EUR Term Loan" and "2023 Liquidity Term Loan", collectively "2023 Tranches") issued to fund working capital and the GfK Combination and 2021 tranches ("2021 USD Term Loan" and "2021 EUR Term Loan", collectively "2021 Tranches") issued in connection with the 2021 Carve-Out Transaction (collectively, "2023 and 2021 Term Loans").
We also entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby we received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the M-Trix Acquisition. We settled the loan, including the accrued interest, during the third quarter of 2025. See Note 3. "Acquisitions" in the notes to unaudited condensed consolidated financial statements for additional information.
2025 Debt Refinancing
On January 24, 2025, the Credit Agreement was amended to consolidate the 2023 Tranches and the 2021 Tranches into a single USD Term Loan ("USD Term Loan") and a single EUR Term Loan ("EUR Term Loan") (the "2025 Debt Refinancing"). The transaction resulted in a $10.3 million loss related to the write-off of unamortized debt discount and issuance costs, along with the expense of $0.3 million in third-party legal fees. We recorded the loss in nonoperating income (expense), net. The 2021 CAD Term Loan and Revolver remain unchanged as a result of refinancing. The term loans mature on March 5, 2028 and require quarterly principal payments equal to 0.25% of the original principal. The respective terms of each debt arrangement are further described below.
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the "Trigger Maturity Date"), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the "Modified Maturity Date"), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, as part of the IPO we used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. Additionally, we used approximately $387.4 million of the net proceeds from the IPO to repay in full the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD) and to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD and accrued interest on the USD Term Loan of $5.7 million.
In connection with both the July 11, 2025 and August 12, 2025 amendments, we recognized a combined loss of $24.7 million, which included $16.1 million for the write-off of unamortized discount and $8.6 million for the write-off of unamortized debt issuance costs, along with the expense of $1.3 million in third-party legal fees. The amounts associated with the write-off were included in nonoperating expense, net.
The following table sets forth our outstanding indebtedness as of September 30, 2025:
|
(in millions)
|
September 30, 2025 | ||||
| USD Term Loan, less unamortized discount of $63.9 | $ | 2,194.8 | |||
| EUR Term Loan, less unamortized discount of $29.7 | 1,302.3 | ||||
| Revolver | - | ||||
| Other debt | 33.3 | ||||
| Total debt | 3,530.4 | ||||
| Finance leases | 74.1 | ||||
| Other financing obligations | 48.7 | ||||
| Total debt, finance leases and other financing obligations | 3,653.2 | ||||
| Less: Unamortized debt issuance costs | (43.3) | ||||
| Less: Short-term debt and current portion of long-term debt | (108.4) | ||||
| Total long-term debt | $ | 3,501.5 | |||
USD Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 USD Term Loan, 2023 USD Term Loan and 2023 Liquidity Term Loan into the USD Term Loan. At the time of the amendment the loans had an aggregate principal balance of $2,263.4 million. Immediately following the 2025 Debt Refinancing, the USD Term Loan had a principal balance of $2,270.0 million. The Credit Agreement was also amended to reduce the interest rate spread on the USD Term Loan to 350 basis points.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the USD Term Loan to 250 basis points and extend the maturity date to October 31, 2030. We used net proceeds from the IPO to repay accrued interest on the USD Term Loan of $5.7 million. At September 30, 2025, the interest rate for the USD Term Loan was approximately 6.8%.
EUR Term Loan
On January 24, 2025, the Credit Agreement was amended to consolidate the outstanding 2021 EUR Term Loan and 2023 EUR Term Loan into the EUR Term Loan. At the time of the amendment the loans had an aggregate principal balance of €1,388.5 million (equivalent to approximately $1,459.3 million USD). Immediately following the 2025 Debt Refinancing, the EUR Term Loan had a principal balance of €1,390.0 million (equivalent to approximately $1,460.9 million USD). The Credit Agreement was also amended to reduce the interest rate spread on the EUR Term Loan to 350 basis points.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread on the EUR Term Loan to 300 basis points and extend the maturity date to October 31, 2030. We used net proceeds from the IPO to repay €255.0 million (approximately $298.4 million USD) of the EUR Term Loan, including accrued interest of $2.8 million USD. At September 30, 2025, the interest rate for the EUR Term Loan was approximately 4.9%.
2023 and 2021 Term Loans
The respective terms of each debt arrangement are further described below. The following table sets forth our outstanding indebtedness as of December 31, 2024:
| (in millions) | December 31, 2024 | ||||
| 2023 USD Term Loan, less unamortized discount of $66.3 | $ | 921.4 | |||
| 2023 EUR Term Loan, less unamortized discount of $36.7 | 607.3 | ||||
| 2023 Liquidity Term Loan, less unamortized discount of $27.3 | 441.8 | ||||
| 2021 USD Term Loan, less unamortized discount of $2.1 | 804.4 | ||||
| 2021 EUR Term Loan, less unamortized discount of $1.3 | 792.4 | ||||
| 2021 CAD Term Loan, less unamortized discount of $0.2 | 85.5 | ||||
| Revolver | 364.0 | ||||
| Other debt | 31.7 | ||||
| Total debt | 4,048.5 | ||||
| Finance leases | 38.7 | ||||
| Other financing obligations | 47.4 | ||||
| Total debt, finance leases and other financing obligations | 4,134.6 | ||||
| Less: Unamortized debt issuance costs | (53.8) | ||||
| Less: Short-term debt and current portion of long-term debt | (121.0) | ||||
| Total long-term debt | $ | 3,959.8 | |||
2023 USD Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan ("2023 USD Term Loan") in the aggregate principal amount of $980.0 million. The 2023 USD Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $107.8 million. The 2023 USD Term Loan is subject to interest at term Secured Overnight Financing Rate ("SOFR") plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 USD Term Loan from 625 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of $20.0 million within the 2023 USD Term Loan. In connection with these amendments, we recognized a loss of $19.6 million, which included $15.7 million for the write-off of unamortized discount and $3.9 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 USD Term Loan was approximately 9.3%.
2023 EUR Term Loan
On July 10, 2023, the Credit Agreement was amended to issue a Euro term loan ("2023 EUR Term Loan") in the aggregate principal amount of €500.0 million (equivalent to approximately $550.0 million USD). The 2023 EUR Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €55.0 million (equivalent to approximately $60.5 million USD). At commencement, the 2023 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 650 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 EUR Term Loan from 650 basis points to 475 basis points. On July 18, 2024, the Credit Agreement was further amended to issue additional debt of €123.5 million (equivalent to approximately $135.0 million USD) within the 2023 EUR Term Loan. In connection with these amendments, we recognized a loss of $6.7 million, which included $5.4 million for the write-off of unamortized discount and $1.3 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 EUR Term Loan was approximately 7.8%.
2023 Liquidity USD Term Loan
On February 28, 2023, the Credit Agreement was amended to issue a U.S. Dollar term loan ("2023 Liquidity Term Loan") in the aggregate principal amount of $475.0 million. The 2023 Liquidity Term Loan was issued at a price of 89.0% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $52.3 million. At commencement, the 2023 Liquidity Term Loan was subject to interest at term SOFR plus a spread of 625 basis points.
On July 11, 2024, the Credit Agreement was amended to reduce the interest rate spread on the 2023 Liquidity Term Loan from 625 basis points to 475 basis points. In connection with this amendment, we recognized a loss of $9.5 million, which included $7.6 million for the write-off of unamortized discount and $1.9 million for the write-off of unamortized debt issuance costs. The amounts associated with the write-off were included in nonoperating expense, net. At December 31, 2024, the interest rate for the 2023 Liquidity Term Loan was approximately 9.3%.
2021 USD Term Loan
On March 5, 2021, a U.S. Dollar tranche ("2021 USD Term Loan") was issued in the aggregate principal amount of $950.0 million. The 2021 USD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of $4.8 million. From the commencement date through November 29, 2021, the 2021 USD Term Loan was subject to interest at LIBOR plus a spread of 375 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan which is further described below. We used the proceeds to pay down the 2021 USD Term Loan by approximately $111.6 million. The amended Credit Agreement also reduced the interest rate spread to a range of 350 to 375 basis points dependent on certain ratio levels. On July 10, 2023, the Credit Agreement was amended to replace LIBOR with term SOFR. At December 31, 2024, the interest rate for the 2021 USD Term Loan was approximately 8.4%.
2021 EUR Term Loan
On March 5, 2021, a Euro tranche ("2021 EUR Term Loan") was issued in the aggregate principal amount of €545.0 million (equivalent to approximately $650.0 million USD). The 2021 EUR Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of €2.7 million (equivalent to approximately $3.3 million USD). From the commencement date through November 29, 2021, the 2021 EUR Term Loan was subject to interest at Euro LIBOR plus a spread of 350 to 400 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to issue additional debt within the 2021 EUR Term Loan of €250.0 million (equivalent to approximately $283.5 million USD). We used the proceeds to pay down the 2021 USD Term Loan as described above and to finance other acquisitions. The amended Credit Agreement also reduced the interest rate spread for the 2021 EUR Term Loan to a range of 325 to 375 basis points dependent on certain ratio levels. At December 31, 2024, the interest rate for the 2021 EUR Term Loan was approximately 6.8%.
2021 CAD Term Loan
On March 5, 2021, a Canadian dollar tranche ("2021 CAD Term Loan") was issued in the aggregate principal amount of C$128.0 million (equivalent to approximately $100.0 million USD). The 2021 CAD Term Loan was issued at a price of 99.5% of the aggregate principal amount, which resulted in a discount related to underwriting fees of C$0.6 million (equivalent to approximately $0.5 million USD). From the commencement date through November 29, 2021, the 2021 CAD Term Loan was subject to interest at Canadian Dollar Offered Rate ("CDOR") plus a spread of 450 to 475 basis points dependent on certain ratio levels.
On November 30, 2021, the Credit Agreement was amended to reduce the interest rate spread to a range of 400 to 425 basis points dependent on certain ratio levels. At December 31, 2024, the interest rate for the 2021 CAD Term Loan was approximately 7.9%.
On August 12, 2025, the Credit Agreement was amended to use net proceeds from the IPO to repay in full the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD).
Revolver
On March 5, 2021, the Company entered into a revolving facility. The maximum borrowing capacity was $350.0 million at the commencement of the facility, with the capacity being increased through subsequent amendments to the Credit Agreement. At the commencement of the Credit Agreement, the Revolver had a maturity date of March 5, 2026. On June 28, 2024, the Credit Agreement was amended to extend the maturity date of the Revolver to March 5, 2028. At September 30, 2025, the maximum borrowing capacity and available borrowing capacity under the Revolver was $750.0 million due to no outstanding borrowings as of the reported date. At December 31, 2024, the maximum borrowing capacity was $638.3 million with an available borrowing capacity of $274.3 million due to outstanding proceeds as of the reported date.
The commitment fee is 25 to 50 basis points dependent on certain ratio levels. Borrowings are subject to an interest rate spread of 325 to 375 basis points dependent on certain ratio levels. On August 31, 2022, the Credit Agreement was amended to replace LIBOR with term SOFR for borrowings denominated in U.S. dollars.
At December 31, 2024, the weighted-average interest rate for borrowings under the Revolver was approximately 8.1%.
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the "Trigger Maturity Date"), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the "Modified Maturity Date"), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. On July 24, 2025, we used approximately $533.4 million of the net proceeds from the IPO to repay all outstanding principal amounts under the Revolver.
On August 12, 2025, the Credit Agreement was amended to reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels.
Covenant Compliance
The Credit Agreement contains various restrictive covenants that, among other things, impose limitations on: (i) the incurrence of additional indebtedness; (ii) creation of liens; (iii) dividend payments or certain other restricted payments or investments and (iv) mergers, consolidations or sales. The Credit Agreement also requires that we maintain a certain ratio of Consolidated First Lien Debt to Consolidated Adjusted EBITDA (as defined in the Credit Agreement) if outstanding indebtedness exceeds a certain level. In addition, the Credit Agreement requires mandatory prepayments of the term loans if our excess cash flow (as defined in the Credit Agreement) exceeds a certain level.
We were in compliance with all relevant covenants contained in the Credit Agreement as of September 30, 2025.
Cash Flow
The following table summarizes our cash flows for the periods presented:
| Nine Months Ended September 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 110.0 | $ | 5.6 | |||||||
| Net cash (used in) provided by investing activities | (135.8) | 100.1 | |||||||||
| Net cash provided by (used in) financing activities | 199.3 | (56.4) | |||||||||
|
Effect of exchange-rate changes on cash and cash equivalents
|
6.6 | (5.4) | |||||||||
| Net increase in cash and cash equivalents | $ | 180.1 | $ | 43.9 | |||||||
Operating Activities
For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, there was an increase of $104.4 million in net cash provided by operating activities primarily due to a decrease of net loss of $225.7 million adjusted for non-cash items, partially offset by a decrease in net movements in operating assets and liabilities of $121.3 million. Non-cash items include a movement of $75.2 million in non-cash foreign currency exchange gain (loss), net, a movement of $63.0 million in the (gain) loss on the deconsolidation of subsidiaries and related adjustments, a decrease in impairment of $27.3 million, a decrease in the mark-to-market of the Warrant liability of $25.9 million, a decrease in the amortization of debt discount and debt issuance costs of $9.3 million, a decrease in the provision for credit losses of $0.9 million, and a decrease of $0.8 million in the write-off of unamortized debt discount and debt issuance costs, partially offset by an increase in share-based compensation of $50.1 million, a $24.9 million increase in deferred income taxes, an increase of $21.6 million in depreciation and amortization, a movement of $17.3 million in other operating activities, net and a $7.5 million adjustment to the gain on disposal of business. The net movements in operating assets and liabilities include cash outflows related to a $105.5 million decrease in accounts payable and other current liabilities primarily due to decreases in our trade payables in the ordinary course of business, a $10.6 million increase in other noncurrent assets, net of noncurrent liabilities, and a $6.1 million increase in prepaid expenses and other current assets, primarily due to increases in prepaid expenses in the ordinary course of business, partially offset by cash inflows relating to a $0.5 million decrease in trade and other receivables, and a $0.4 million increase in operating leases, net.
Investing Activities
For the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024, the decrease of $235.9 million in cash (used in) provided by investing activities was due primarily to a decrease in disposal activity of $247.9 million related to the sale of Netquest in February 2025 for cash considerations of $66.2 million, as compared to the sale of GfK's Consumer Panel business in January 2024 for net cash proceeds of $301.7 million along with an increase in acquisition activity of $58.6 million due to the Gastrograph Acquisition for cash consideration of $11.3 million and the M-Trix Acquisition for cash consideration of approximately $27.1 million, as compared to the $20.2 million favorable working capital adjustment received in the first quarter of 2024 for the GfK Combination.
Financing Activities
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, the increase of $255.7 million in cash provided by (used in) financing activities was due primarily to proceeds from our IPO, net of underwriters discounts and commissions, of $1,005.4 million and lower dividends paid to noncontrolling interests of $6.8 million, partially offset by an increase in repayments of debt of $687.3 million primarily related to the paydown of the Revolver for $533.4 million and paydown of the 2021 CAD Term Loan for approximately $89.0 million in connection with the use of net proceeds from the IPO, a decrease in net proceeds received of $50.1 million primarily related to a decrease in net proceeds received from the Revolver for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, a $8.4 million increase in debt issuance costs paid related to the 2025 debt refinancings, and a $8.4 million payment of deferred offering costs following the Company's IPO.
Cash requirements
As of September 30, 2025, we have cash requirements for long-term debt payments, leases and other liabilities. There have been no material changes to these obligations since December 31, 2024, except for debt as noted below. For debt related information, see Note 8. "Debt" in the notes to unaudited condensed consolidated financial statements for additional information. For commitment and contingency-related information, see Note 17. "Commitments and Contingencies" in the notes to unaudited condensed consolidated financial statements for additional information.
As of September 30, 2025, we had the following obligations:
• Long-term debt obligations of $3,624.0 million are expected to be paid out as follows: $13.3 million in 2025, $47.1 million in 2026, $23.0 million in 2027, $23.0 million in 2028, $23.0 million in 2029, and $3,494.6 million thereafter.
Critical Accounting Estimates
We prepare our unaudited condensed consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts of revenue and expenses during the reporting periods and the related disclosures in our unaudited condensed consolidated financial statements and accompanying notes. We evaluate our estimates on an ongoing basis, and we base our estimates on historical experience, management's judgment and input from other third parties from information available at the time. While we have used our best estimates based on the facts and circumstances available to us at the time, different estimates reasonably could have been used in the current period. In addition, changes in the accounting estimates that we use are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition and results of operations. Although we believe our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our unaudited condensed consolidated financial statements. There have been no material changes to our critical accounting policies and estimates as described in our Prospectus. For additional information about our critical accounting estimates, see the disclosure included in our Prospectus.
Recent Accounting Standards
See Note 2. "Summary of Significant Accounting Policies" of our notes to the unaudited condensed consolidated financial statements for a description of recently adopted and recently issued accounting standards.
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